Highmark's HVHC and Centerbridge Reach Deal to Combine Superior Vision With Davis Vision

HVHC to Retain Controlling Interest in Visionworks Retail Business


SAN ANTONIO, Texas—Private equity firm Centerbridge Partners L.P. and HVHC Inc. (HVHC), a wholly-owned subsidiary of Highmark Inc., have reached a definitive agreement whereby Centerbridge will purchase HVHC’s Davis Vision managed vision care subsidiary.

Under the terms of the agreement, Davis Vision will be combined with Centerbridge’s existing managed vision care portfolio company, Superior Vision. In addition, Highmark will acquire a minority ownership interest in the combined Davis Vision-Superior Vision company, according to the companies’ joint announcement.

In a separate transaction, Centerbridge will acquire a minority equity stake in 750-store Visionworks, HVHC’s optical retail subsidiary. Highmark will retain a controlling ownership interest in Visionworks, and optical industry veteran executive Peter Bridgman will become chief executive officer of the optical retailer, according to the announcement.

Peter Bridgman
Financial terms of the deals were not announced. Highmark had confirmed to VMail in June 2016 that it was exploring options for HVHC’s Visionworks and Davis Vision businesses.

“In today’s dynamic health care marketplace, this is a smart, strategic decision that will best serve the needs of Highmark customers and members, as well as Visionworks, Davis Vision and Superior Vision customers and the communities that we serve,” David Holmberg, president and CEO of Highmark Health, Highmark’s parent company, said in the announcement.

The transactions are expected to close in the fourth quarter of 2017, subject to regulatory approval, the companies stated. Based here in San Antonio, HVHC and its subsidiaries generated $1.6 billion in revenue in 2016. Based in Baltimore, Superior Vision serves more than 11 million members.

“We are thrilled to be partnering with Highmark and the management of all three businesses across this multidimensional transaction,” Centerbridge managing director Dan Osnoss said in the announcement. “We believe the combination of Davis Vision with Superior Vision presents the opportunity to create the leading national managed vision benefit offering with differentiated service for customers and members.”

In addition, Osnoss said Centerbridge looks forward to “supporting Visionworks in continuing to deliver an exceptional retail experience and in its next phase of growth. In the coming months, we will continue to work with Highmark to plan and implement a smooth transition for our respective organizations and stakeholders.”

Bridgman, who assumes the CEO role at Visionworks, has deep industry experience and will lead the company “through the transaction’s closing and beyond as Visionworks continues on its growth path,” according to the announcement. His experience includes holding posts as senior vice president and general manager for LensCrafters, senior vice president and general manager for Pearle Vision and vice president of Strategy & Innovation for EyeMed.

Jim Eisen, who has been with Visionworks/HVHC for the last nine years and served a three-year tenure as CEO of HVHC, has decided to step down in connection with the transaction, the announcement noted.

Highmark, which built the HVHC business into an industry leader over the past decade, will be able to access additional capital to invest in its core businesses and in Highmark Health’s strategy of integrating health care delivery and insurance coverage as a result of the proposed transaction, the announcement noted.

Holmberg noted, “We have a bold, transformational strategy that will redefine health care. Integrated care and coverage is the future, and Highmark Health is going to create it. This transaction is game-changing and will enable us to further accelerate the execution of our strategy—and enhance our competitive position for the benefit of our members, patients and communities—during the balance of 2017 and well into the future.”

CapM Advisors acted as financial advisor and Skadden, Arps, Slate, Meagher & Flom served as legal counsel to Highmark. Barclays and Macquarie Capital acted as financial advisors to Centerbridge.

Goldman Sachs, Bank USA, Barclays, BMO Capital Markets, Macquarie Capital and Morgan Stanley Senior Funding, Inc. are providing financing for the Davis Vision transaction. Willkie Farr & Gallagher LLP served as legal counsel to Centerbridge. Harris Williams & Co. provided advisory services to Highmark.